Jayden Resources files final prospectus for rights offering
VANCOUVER, BRITISH COLUMBIA–(Marketwired – Oct. 25, 2013) –
THIS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Jayden Resources Inc. ("Jayden Resources" or the "Company") (TSX:JDN) announced today the filing of its final short form prospectus dated October 23, 2013 in each of the provinces and territories of Canada in respect of the previously announced rights offering for gross proceeds of up to $2,513,964 (the "Rights Offering").
Each holder of record of Jayden Resources ordinary shares ("Ordinary Shares") as of the close of business on November 8, 2013 will receive one right ("Right") for each Ordinary Share held. Every one Right will entitle the holder thereof to acquire one Ordinary Share upon payment of $0.10 per Ordinary Share (the "Subscription Price"). The Rights may be exercised commencing November 12, 2013 and the Rights will expire at 2:00 p.m. (Vancouver time) on December 6, 2013 (the "Expiry Time"). Holders of Rights who exercise their Rights in full will be entitled to purchase, at the Subscription Price, any Ordinary Shares that are not otherwise subscribed for under the Rights Offering prior to the Expiry Time on a pro rata basis.
To subscribe for Ordinary Shares, a completed rights certificate, together with payment in full of the Subscription Price for each Ordinary Share subscribed for, must be received by the subscription agent for the Rights Offering, Computershare Trust Company of Canada (the "Subscription Agent"), prior to the Expiry Time.
The Rights Offering is being made to holders of Ordinary Shares in all of the provinces and territories of Canada. Rights certificates and prospectuses will not be mailed to holders of Ordinary Shares resident outside of Canada ("Non-Qualifying Shareholders"). Non-Qualifying Shareholders will be sent a letter advising them that their rights certificates will be issued to and held by the Subscription Agent, which will hold those Rights as agent for the benefit of all Non-Qualifying Shareholders.
The Rights and Ordinary Shares issuable upon the exercise of the Rights have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or any of its territories or possessions or to U.S. Persons. Accordingly, subscriptions will not be accepted from any security holder or transferee who is a U.S. Person or resident in the United States of America, its territories or possessions.
Jayden Resources will accept subscriptions from Non-Qualifying Shareholders, other than holders resident in the United States, if they satisfy the Subscription Agent and Jayden Resources that such offering to and subscription by such holder or transferee is lawful and in compliance with all securities and other laws applicable in the jurisdiction where such holder or transferee is resident. A Non-Qualifying Shareholder in a jurisdiction other than the United States who meets these requirements and wishes to exercise Rights must complete and deliver a request for exempt purchaser status, which will be provided in the materials sent to such shareholder.
After November 26, 2013 the Subscription Agent will attempt, on a commercially reasonable basis, to sell the Rights of Non-Qualifying Shareholders (other than those shareholders from whom Jayden Resources accepts subscriptions) over the facilities of the Toronto Stock Exchange. The Subscription Agent will mail cheques representing the net proceeds, without interest, from such sales.
As previously announced, Gather Success Holdings Limited ("Gather Success") has agreed to provide a standby commitment under which it will purchase from the Company at the Subscription Price any Ordinary Shares (the "Standby Ordinary Shares") that are not otherwise subscribed for under the Rights Offering prior to the Expiry Time. In consideration for Gather Success agreeing to subscribe for the Standby Ordinary Shares, Gather Success will be issued 2,513,964 Ordinary Shares, which is equal to 10% of the number of Rights offered pursuant to the Rights Offering (the "Standby Guarantor Shares"). Because Gather Success is a company controlled by Letty Wan, the Chief Executive Officer and a director of the Company, disinterested shareholder approval will be required at the Company's next Annual General Meeting for approval of the issuance of the Standby Guarantor Shares. In the event that such disinterested shareholder approval is not obtained, the Standby Guarantor will be entitled to a cash fee equal to $251,396.
Also, the Company announces that Paul Hung is no longer a director of the Company.
Further details concerning the Rights Offering and the procedures to be followed by holders of Ordinary Shares are contained in the prospectus available on www.sedar.com.
The Rights and the Ordinary Shares issuable on exercise of the Rights will not be and have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person, absent registration or an applicable exemption therefrom. This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities in any jurisdiction, including the United States, or to or for the account or benefit of U.S. persons absent U.S. registration or an applicable exemption therefrom, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.
About Jayden Resources
Jayden Resources is an exploration company with a National Instrument 43-101 compliant resource on its advanced stage Silver Coin gold/silver deposit located in the Stewart Camp, Northern B.C., an area that includes the historic Silbak-Premier Mine and Barrick Gold's famed Eskay Creek Mine.
On Behalf of the Board:
Letty Wan, CHIEF EXECUTIVE OFFICER
The Toronto Stock Exchange has not yet reviewed and does not take responsibility for the adequacy of the content of this news release.
This press release contains forward-looking statements, and other statements concerning Jayden's objectives and strategies and management's beliefs, plans, estimates and intentions. The forward-looking statements are not historical facts but reflect Jayden's current expectations regarding future results or events and are based on information currently available to management. Certain material factors and assumptions were applied in providing these forward-looking statements. All forward-looking statements in this press release are qualified by these cautionary statements.
Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, management can give no assurance that actual results will be consistent with these forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Financial Instruments" in Jayden's current Management's Discussion and Analysis and "Description of the Business – Risk Factors" in Jayden's current Annual Information Form.
Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Jayden undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by law.
These forward-looking statements are made as of the date of this press release.